Sponsored by TCI International Inc.
www.tcibr.com
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08 Apr 22. Airbus to acquire DSI Datensicherheit, a leading European provider of Cryptography systems for space applications. Airbus Defence and Space has announced the acquisition of DSI Datensicherheit GmbH (DSI DS), a German-based company that provides cryptography and communication systems for Space, Airborne and Naval & Ground that is certified by the Federal Office for Information Security (BSI). The acquisition follows a longstanding partnership between the two companies. DSI DS will be fully owned by the Airbus Defence and Space GmbH and operate under a new name, Aerospace Data Security GmbH. This will further strengthen Airbus’ cryptography capabilities and enhance the development of end-to-end secured systems.
“Cryptography is a key aspect for building secure systems. This acquisition will strengthen our cybersecurity capacities and enable us to create significant value for our customers” said Andreas Lindenthal, Head of Airbus Space Systems Germany. “Cyber-protection is critically important for any system supporting critical infrastructure. Space based systems are no exception. Airbus and DSI DS have a history of partnering on important products and we are excited to continue our success with the start of Aerospace Data Security GmbH’”.
The terms of the agreement were not disclosed.
07 Apr 22. Ventus Respiratory Technologies is pleased to announce that it has closed a seed financing led by an investment from ONE9 Special Mission Fund (“ONE9”). This investment arms Ventus with the capital to scale and achieve its mission to protect the lungs of those who protect us. The company will also benefit from an expansive network and unparalleled expertise in national security and defense, business scaling, and financial management brought forth by the ONE9 team.
“I am honored to take the helm of Ventus and bring this level of protection to the market.” Said retired special operations soldier and now CEO, Arjun Grewal. “The TR2 is one of those pieces of equipment I wish I had in my kit bag 15 years ago. The more we learn about respiratory health, burn pits, and toxic environments, the more I reflect on my own career and the gap we at Ventus are addressing”
Ventus marks the first capital commitment from the recently launched ONE9 Special Mission Fund, which is targeting $50MUSD focussed on national security and critical infrastructure. “Protecting soldiers is a chain of command and leadership responsibility,” said Glenn Cowan, who founded ONE9 after serving for 18 years in the Canadian Forces. “Respiratory health is critical to a soldier’s performance, long-term health, and survivability. No product like this currently exists on a soldier’s scale of issue, and we know the TR2 will save lives and improve effectiveness in training and operations, it’s time every soldier is given this protection to protect against everyday hazards they face in their military duty”
Ventus has increased its reach by working with established defense protection leaders to deliver complete tactical protection ecosystem from the shoulders up. Together with Ventus’ founder, Rich Szasz, and product leader, Norrie Sheng, Ventus will bring the TR2 to market while developing and designing advanced filtration and respirator innovations.
Ventus Respiratory Technologies is a Veteran run company. The flagship innovation, TR2, sets a new standard in Tactical Protection. The TR2 provides a low-profile and easy-to-wear design and integrates seamlessly into varying soldier systems. The TR2 protects against airborne threats such as Lead, Asbestos, and Mold by filtering 97% of solid airborne particles down to 03µm. Developed in collaboration with Tier 1 Special operations, it protects users’ health while training and operating in compromised, toxic environments. Ventus Respiratory Technologies ensures safe air for those who keep us safe. (Source: PR Newswire)
07 Apr 22. Training firms Top Aces, Blue Air join forces. Canada’s Top Aces, which provides adversary aircraft to train fighter jet pilots in air-to-air combat, has expanded its portfolio by acquiring US-based Blue Air Training Corporation, which conducts close air support (CAS) training for ground troops.
Blue Air will become part of Top Aces Corporation (TAC), a US subsidiary of Top Aces, the buyer said on 6 April. Blue Air and TAC will remain based in Las Vegas, Nevada, and Mesa, Arizona, respectively, and will continue to operate independently under the same names.
“Through this partnership, we look forward to deepening our relationship with our customers and demonstrating the value of a one-stop solution,” TAC president Russ Quinn said.
Blue Air was previously owned by its founders, Gretchen Barlow and James “Chef” Barlow. They will continue in their roles as chief administrative officer and chief executive officer, respectively.
Following the acquisition, Top Aces will have a total of 350 to 400 employees. Financial terms of the deal were not disclosed. (Source: Janes)
06 Apr 22. Applied Composites, a Portfolio Company of AE Industrial Partners, Acquires North Coast Composites and North Coast Tool & Mold from Unitech.
Applied Composites Holdings, LLC (“Applied Composites”), a leading aerospace, space and defense composites supplier, announced today that it has acquired The Companies of North Coast, LLC (“North Coast” or the “Company”), a manufacturer of Resin Transfer Molded (“RTM”) composite structures and tooling, from Unitech Holdings, Inc. (“Unitech”). Terms of the transaction were not disclosed.
This marks the sixth acquisition by the Applied Composites platform created by AE Industrial Partners, LP (“AEI”), a private equity firm specializing in aerospace, defense & government services, space, power & utility services, and specialty industrial markets.
North Coast consists of North Coast Composites and North Coast Tool & Mold, Unitech divisions located in the same facility in Cleveland, OH. North Coast Composites is a manufacturer of advanced composites for aerospace production through state-of-the-art fabrication of RTM and Vacuum-Assisted Resin Transfer Molded (“VARTM”) components. North Coast Tool & Mold Corp. is a designer and manufacturer of quality molds and tools for the aerospace industry and a provider of a wide range of innovative manufacturing solutions. With a reputation for stellar customer service, North Coast counts many of the world’s leading aerospace and defense OEMs as customers.
“We are excited for North Coast to become a part of Applied Composites,” said David Horner, CEO of Applied Composites. “North Coast’s best-in-class RTM and tooling capabilities are important to Applied Composites and help to reinforce our leadership position in advanced composite solutions throughout our core aerospace, defense and space markets.”
“We have been strategically focused on building a complementary set of capabilities able to deliver a one-stop set of composite solutions to our customers,” said Jon Nemo, Senior Partner at AEI. “North Coast and RTM are strategic additions to Applied Composites and our ability to serve our growing list of OEM partners.”
Kirkland & Ellis served as legal advisor and RSM served as financial advisor to Applied Composites. Vedder Price P.C. was the legal advisor and Moelis was the financial advisor to Unitech.
About Applied Composites
Applied Composites is a leading provider of complex composite components, assemblies, engineering, and tooling to the aerospace, defense, and space markets. Applied Composites was formed through AEI’s acquisitions of AC&A, Applied Composites Engineering (“ACE”), Applied Composite Structures (“ACS”), formerly known as EnCore Composite Structures, San Diego Composites (“SDC”), Alliance Spacesystems and now North Coast. Operating out of approximately 570,000 square feet across six facilities, Applied Composites is widely recognized as a leading supplier of advanced composite solutions for a diverse set of high growth aerospace, space, and defense applications and platforms. For more information, please visit www.appliedcomposites.com/.
About AE Industrial Partners
AE Industrial Partners is a private equity firm specializing in aerospace, defense & government services, space, power & utility services, and specialty industrial markets. AE Industrial Partners invests in market-leading companies that can benefit from its deep industry knowledge, operating experience, and relationships throughout its target markets. AE Industrial Partners is a signatory to the United Nations Principles for Responsible Investment and the ILPA Diversity in Action initiative. Learn more at www.aeroequity.com. (Source: PR Newswire)
06 Apr 22. Axon Announces Acquisition of Virtual Reality Training Studio ‘Foundry 45.’ Axon (Nasdaq: AXON), the global leader in connected public safety technologies, today announced the acquisition of Foundry 45, an industry-leading virtual reality (VR) studio focused on developing immersive training modules for large enterprises. The acquisition, which closed on April 5, 2022, will integrate Foundry 45 into the Axon VR team.
Founded in 2015, Foundry 45 has delivered virtual and augmented reality training applications to global enterprise customers including several Fortune 100 companies. Pushing the boundaries of corporate training for some of the world’s most innovative companies, the Foundry 45 team builds exceptional VR experiences geared towards improving productivity, boosting knowledge retention and creating better training outcomes.
“We’re thrilled the Foundry 45 team has joined Axon in our mission to Protect Life,” says Chris Chin, VP of Immersive Technologies, Axon. “Their team of accomplished enterprise VR training experts are a great addition to Axon and I’m excited to join forces and level-up our public safety training capabilities to make communities safer for all.”
Axon’s VR team is transforming public safety by making training more accessible, relevant and affordable — with the goal of using new immersive technologies to better prepare officers for real-life situations in the field. Axon’s VR products provide virtual reality content that helps officers develop critical thinking, de-escalation techniques and tactical skills across a diverse set of highly realistic scenarios.
Virtual reality is rapidly becoming a game-changing training tool across many industries, and the acquisition of Foundry 45 will help accelerate Axon to deliver innovative skills- and scenario-based training in public safety, and will catalyze Axon’s expansion into new growth markets globally.
“I’m exceptionally proud of the work our team has accomplished at Foundry 45,” says David Beck, Co-Founder and Managing Partner, Foundry 45. “We believe purpose is one of the most important elements of a company and are excited our values align with Axon. By joining their team, we are able to continue to bring our innovative vision and world-class engineers to the table to build products for public good.”
Equity inducement awards of an aggregate 29,507 restricted stock units (“RSUs”) were granted to two individuals in connection with the acquisition. Of the total amount awarded, 11,438 time-based RSUs will vest in equal annual amounts following the first, second, and third anniversaries of the grant date. 2,820 time-based RSUs will vest two-thirds following the first anniversary and one-third following the second anniversary of the grant date. Additionally, up to 15,249 RSUs will vest based on the attainment of three performance criteria based on content development and sales bookings. All awards are subject to continued service through each vesting date, with the exception of 7,625 time-based RSUs that would accelerate vesting in the event of an involuntary termination without cause.
Morgan, Lewis & Bockius LLP represented Axon as legal counsel in this transaction.
About Foundry 45
Foundry 45 (www.foundry45.com) uses innovative technologies to create better training outcomes for clients. We are a team of technologists and creatives who are driven to build powerful, immersive virtual reality experiences. By leveraging interactive content, we help organizations break the monotony of their current training routines while providing safer, more efficient and engaging employee training solutions. We’ve delivered hundreds of VR experiences for clients across the country and around the globe, including several Fortune 100 companies.
About Axon
Axon is a network of devices, apps and people that helps public safety personnel become smarter and safer. With a mission of protecting life, our technologies give customers the confidence, focus and time they need to keep their communities safe. Our products impact every aspect of a public safety officer’s day-to-day experience with the goal of helping everyone get home safe.
We work hard for those who put themselves in harm’s way for all of us. To date, more than 263,000 lives and countless dollars have been saved with the Axon Network of devices, apps and people. Learn more at www.axon.com or by calling (800) 978-2737. Axon is a global company with headquarters in Scottsdale, Ariz. and global software engineering hub in Seattle, Wash., as well as additional offices in Australia, Canada, Finland, Vietnam, the UK and the Netherlands. (Source: PR Newswire)
06 Apr 22. IronNet Reports Preliminary Fourth Quarter and Fiscal Year 2022 Financial Results. IronNet, Inc. (NYSE: IRNT) (“IronNet”), a leading provider of solutions Transforming Cybersecurity Through Collective Defense℠, announced today its financial results for the fourth quarter and fiscal year ended January 31, 2022.
“Never before has the need for the exchange of real-time cyber threats across the public and private sectors been more critical than it is today,” said GEN (Ret.) Keith Alexander, Chairman and co-CEO of IronNet. “IronNet’s technology addresses the concerning gaps created by the status quo in cyber security, with nations, industries and companies still defending largely in isolation. Our Collective Defense platform goes beyond threat detection to enable security operations center analysts to ‘prove the positive’ by triaging alerts in an automated fashion to help better defend their data networks from cyber attacks.”
William Welch, co-CEO of IronNet, also commented: “I am proud of our team for executing well in the fourth quarter as we drive the business forward and seize the opportunity to transform the cybersecurity market. We are encouraged by the momentum of our cloud-based subscription business model as the market has a growing appreciation for the potency of IronNet’s platform solution. Our platform is enabling our customers to quickly multiply the capabilities and effectiveness of their own network security team while also protecting their operational privacy.”
Fourth Quarter and Fiscal Year 2022 Financial & Operating Highlights
- Annual Recurring Revenue (ARR): $31.8m at January 31, 2022 compared to $25.8m at the end of the prior fiscal year and $27.5 m at the end of the prior quarter.
- Revenue: Revenue for the fourth quarter was $8.2m compared to $7.4m in the same quarter last year. Cloud subscription revenue was $5.0m, or 68% of product revenue.
Revenue for the fiscal year 2022 was $27.5m compared to $29.2m in the prior year, a 6% decline driven in part by a $2.3m decline in professional services revenue in fiscal 2022. Cloud subscription revenue for the full year 2022 was $16.0 m, or 63% of product revenue.
- Gross Margin: Gross margin for the fourth quarter was 60.1% compared to 74.4% in the same quarter last year, with cost of sales accounting charges during the fourth quarter representing approximately half of the decline.
Gross Margin for the fiscal year 2022 was 65.9% compared to 76.0% in the prior year, with the same cost of sales accounting charges representing nearly one-third of the decline.
- GAAP net loss and non-GAAP adjusted net loss: GAAP net loss for the fourth quarter was $44.2m. Non-GAAP adjusted net loss, which excludes certain expenses described below, for the fourth quarter was $19.6m compared to $20.2m in the third quarter.
GAAP net loss for the fiscal year 2022 was $241.7m*, which includes transaction related expenses of $170.0m (for non-cash stock-based compensation and change in fair market value of private warrants between the closing of the merger with LGL in August and their exercise in late September and early October, and $3.2m of transaction expenses). Non-GAAP adjusted net loss for the fiscal year 2022, which excludes those transaction related expenses and certain other expenses described below, was $71.6m.
- Dollar-based average contract length: 2.7 years for the fourth quarter and full fiscal year.
- Cash and cash equivalents: $47.7m at end of quarter. The company has not yet drawn on its equity line facility with Tumim Stone Capital, which allows the company, subject to certain conditions and limitations, to issue shares of common stock for up to $175m in gross proceeds.
- Customer Count: 88 compared to 27 at the end of the same quarter last year and 74 at the end of the prior quarter.
Business Highlights
- Earned the highest AAA rating for Network Detection and Response (NDR) from the highly regarded independent testing organization, SE Labs, as part of its Enterprise Advanced Security Protection assessment, based on NDR performance against a range of ATP attacks.
- Launched new product capabilities which increase the automation of the IronNet Collective Defense platform by reducing false positives and analyst workflow through automated alert correlation and triage, enabling malicious payload detection, and extending the supported hunt window.
- Enhanced our longstanding relationship with the U.S. Department of Homeland Security’s Cybersecurity & Infrastructure Security Agency (CISA) to become a Specialist Partner of the Joint Cyber Defense Collaborative (JCDC). IronNet has collaborated with CISA in numerous areas to enhance the nation’s cybersecurity through public-private partnership, including through our membership in the Cyber Information Sharing and Collaboration Program (CISCP).
- Announced multiple customer wins including a multi-year contract with a Gulf Cooperation Council Country (GCC) that represents our largest international AWS deployment, an expanded partnership with the New York Power Authority (NYPA) to defend key supply chain partners, and a major Texas-based bank, among others.
- Entered into a Common Stock Purchase Agreement on February 10, 2022 with Tumim Stone Capital for up to $175m for working capital and general corporate purposes to support future growth.
- Named Fernando Maymi as the company’s new Chief Information Security Officer, leading cybersecurity operations, governance, risk management, and compliance for the company, and assuming the role from George Lamont, who will remain the company’s Chief Information Officer.
Outlook
James Gerber, CFO of IronNet stated: “Our fiscal year guidance reflects our confidence in our growth on the transactional side of the business. We will increase our guidance as appropriate to reflect strategic customer contracts. Our existing cash and cash equivalents, combined with the potential liquidity from our recently announced equity line financing, should provide IronNet with the operational and strategic flexibility needed to continue to advance our market strategy.”
For the fiscal year 2023, IronNet expects for the transactional business:
- Revenue of approximately $34 m, representing nearly 25% growth
- ARR of approximately $48m, representing 50% growth (Source: BUSINESS WIRE)
05 Apr 22. U.S. charges fraud over bogus $13.8bn Textron takeover bid. U.S. authorities on Tuesday announced criminal and civil charges against the former head of a now-defunct British company for making a fraudulent bid to buy U.S. aerospace and defense company Textron Inc (TXT.N) for about $13.8bn. The Department of Justice and the Securities and Exchange Commission (SEC) said Melville ten Cate and his London-based Xcalibur Aerospace Ltd were never in a position to complete a tender offer for Textron, including because they lacked financing. Prosecutors said ten Cate, 53, a dual U.S.-Dutch citizen now living in Dubai, is at large. He could not immediately be reached for comment. The defendant was accused of making overtures to Textron over nearly two years before placing a Nov. 9, 2020 advertisement in the New York Times – which he never paid for -offering to buy Textron shares at $60.50 each, a 56% premium.
According to the SEC, ten Cate falsely claimed on Xcalibur’s website to have lined up $11bn in financing, and in an interview with the regulator’s staff lied about the financing and his company’s ability to complete the tender offer.
Xcalibur claimed to have produce high-speed unmanned aircraft systems.
Shares of Textron rose as much 15.9% after the tender offer, which the Providence, Rhode Island-based maker of Beechcraft and Cessna business jets dismissed as “fictitious.” Textron reported having 228.9 m shares at the time.
The Justice Department separately accused ten Cate of trying to defraud banks and investors out of $500m by inflating Xcalibur’s financials and prospects, and saying the company had nearly 9.8bn British pounds ($12.8bn) in cash.
“Fraudsters talk big and hope no one looks too closely at the bottom line,” U.S. Attorney Damian Williams in Manhattan said in a statement.
The Justice Department charged ten Cate with tender offer fraud, securities fraud and two counts of wire fraud. Each count carries a maximum 20-year prison term.
The SEC filed related civil charges and is seeking a fine. Both cases were filed in Manhattan federal court.
A British court put Xcalibur into liquidation last July, the U.S. authorities said. (Source: Reuters)
05 Apr 22. L3Harris Announces Agile Development Group New Innovation Accelerator to Address Near-Peer Threats.
- ADG will focus on front-end development for urgent national security solutions
- Initial focus areas: advanced sensors, weapons systems and unmanned/multi-mission systems
- Trusted Disruptor strategy leverages best of defense and commercial approaches
L3Harris Technologies (NYSE: LHX) has established a new innovation accelerator and collaboration initiative – the Agile Development Group – to rapidly address near-peer, national security threats.
The ADG includes 2,500 dedicated engineers, program managers, technicians and operations professionals focused on advanced, front-end and rapid capability development. Initial focus areas include advanced sensors, mission systems, unmanned systems and weapons systems, which align with customers’ critical needs and where the company has existing differentiated technologies.
“Our mission is to deliver innovative, vital solutions within a fraction of the time and cost of industry norms,” said Dave Duggan, President, L3Harris Agile Development Group. “We’re listening to our customers and taking calculated risks to rapidly develop new capabilities that will urgently address emerging threats.”
The ADG will have a designated internal investment fund to mature and burn down risk of critical enabling technologies. The ADG’s lean, empowered development teams and digital engineering development approach will deliver solutions at the expeditious pace the DoD, allies and other domestic and international customers demand.
“U.S. national security leadership has been emphatic – the development and acquisition paradigm must adapt to deliver advanced, responsive capabilities more quickly,” said Christopher E. Kubasik, Vice Chair and CEO, L3Harris. “Our company strategy aligns with that emphasis – industry needs to think and act differently to deliver capabilities to support integrated deterrence and to build enduring advantages, and our ADG will do just that.”
The recently released FY23 DoD budget aligns with ADG focus areas, and the group is positioned well to offer solutions that will be supported by the major increase in Research, Development, Test and Evaluation (RDT&E) funds.
“The nearly 10% increase in RDT&E funds will lead to meaningful technology development in the next year, and we stand ready to partner with the department to rapidly make a difference,” Kubasik said.
The ADG will also leverage strategic partnership initiatives to spur further innovation, combining both internal and third-party capabilities to capitalize on the convergence of commercial and defense technologies.
One example is the strategic relationship ADG formed with the experienced investors, founders and national security experts at Shield Capital to quickly develop and deploy new technologies in cyber security, artificial intelligence, space sensing and autonomy. The venture capital firm, with strong ties to the DoD and Silicon Valley, offers L3Harris access to disruptive innovators for technology transfer, teaming arrangements, direct investments and acquisitions.
L3Harris expects to expand its ADG with additional staffing and resources and increase its collaboration efforts through other investments and partnerships across industry. (Source: BUSINESS WIRE)
05 Apr 22. Aircraft parts maker Crouzet to get new owners. French private equity firms Tikehau Ace Capital, Bpifrance, and Société Générale Capital Partenaires have entered into exclusive negotiations to acquire France-based aircraft parts manufacturer Crouzet, the prospective buyers announced on 4 April. The future owners plan to use their combined financial firepower and Tikehau’s “in-depth knowledge of the aerospace industry” to help Crouzet expand into new geographies and new markets, the announcement said. Tikehau’s investors include aerospace manufacturers Airbus, Dassault Aviation, Safran, and Thales, as well as shipbuilder Naval Group. The transaction is expected to close in mid-2022. Private equity firm LBO France has owned Crouzet since 2018. Founded in 1921 Crouzet employs around 1,300 people and serves commercial and military aircraft, including the Dassault Rafale fighter jet. Its products include cockpit controls, electrical protection equipment, electromechanical actuators, sensors, and switches. Crouzet has made several acquisitions of its own. It bought sensor maker Garos and switch maker Microprecision Electronics in 2019, and purchased a stake in machine shop Chambon in 2020. (Source: Janes)
04 Apr 22. RUAG International to divest Australian aviation unit. Continuing its transformation into a space company, Switzerland’s RUAG International has agreed to sell its Australian aircraft maintenance subsidiary to Australia’s Asdam Group. On 1 April RUAG said that it expects to complete the transaction in the “coming months” after receiving regulatory approval. Financial terms of the deal were not disclosed. RUAG Australia performs several activities, including aerostructures manufacturing and aviation maintenance, repair, and overhaul (MRO). It supports military aircraft such as the Lockheed Martin F-35 Joint Strike Fighter, the Boeing F/A-18F Super Hornet, and the Sikorsky MH-60R Seahawk helicopter. It employs more than 150 people at facilities across Australia and is part of RUAG’s MRO International division. RUAG CEO André Wall called the sale “the perfect match” for RUAG Australia because it “successfully continues the current business activities and sustainably secures jobs for the future”. (Source: Janes)
04 Apr 22. Leonardo CEO says defence spending rise could add to growth estimates. A potential increase in military spending could add to growth estimates released last month by Italian defence group Leonardo (LDOF.MI), Chief Executive Alessandro Profumo said on Monday.
“We already have a very important growth plan … everything that arrives will come on top (of current estimates)”, Profumo said when asked how a potential increase in military spending could change the group’s estimates.
Speaking at the inauguration of the group’s cyber security academy in Genoa, northern Italy, Profumo said the impact of a hike in defence spending would depend on what kind of defence programmes would get additional money.
Leonardo said in March its free cash flow would more than double this year compared with 2021.
Profumo said he expected NATO countries to ramp up military spending to reach 2% of gross domestic product (GDP) over time.
The fact that the European Union has a coordinated plan on how to spend money for defence is even more important than an expected increase in NATO members’ spending, he added.
Italy will only hit the NATO goal of spending 2% of GDP on defence in 2028, Prime Minister Mario Draghi said last week, confirming it will miss an original target of 2024 after opposition from within his ruling coalition.
The government currently earmarks around 1.4% of economic output for military spending and would have had to increase its defence budget by 12bn euros over the next two years to reach a goal established by members of the Atlantic alliance in 2014.
On Monday Leonardo presented its cyber security training centre for security professionals who work in the defence sector, in the public administrations, critical infrastructures and businesses.
“The war (in Ukraine) has increased cyber threats and has also made them more evident,” said Leonardo’s head of the cyber security division Tommaso Profeta, speaking about Italy.
The government last month ordered public authorities to replace Russia-based Kaspersky Lab antivirus software to prevent any disruption of services due to the ongoing Ukrainian conflict. read more
“Leonardo is ready to integrate its cyber security services and products with the ones of international groups as a way to offer a guarantee to Italian institutions and businesses,” Profeta said. (Source: Google/Reuters)
04 Apr 22. Maritime Launch Services Announces Closing of RTO. Maritime Launch Services Inc. (formerly Jaguar Financial Corporation) (“MLSI” or the “Company”) is pleased to announce it has closed on April 1, 2022 its previously announced reverse takeover transaction (the “RTO”) with Maritime Launch Services Ltd., a private Nova Scotia company (“MLS NS”).
The RTO was completed by way of the three-cornered amalgamation of MLS NS and a newly-incorporated acquisition subsidiary of MLSI to form Maritime Launch Services (Nova Scotia) Ltd., now a wholly-owned subsidiary of MLSI. Former shareholders of MLS NS received shares of MLSI in exchange for their shares of MLS NS.
During the fourth quarter of 2021 and the first quarter of 2022, MLS NS completed a non-brokered private placement of 9,372,690 subscription receipts for gross proceeds of approximately $7,029,500. Each of the subscription receipts automatically converted on a 1:1 basis into MLS NS shares prior to closing of the RTO.
Pursuant to the terms of the RTO agreement:
- holders of MLS NS shares received 4.5 MLSI common shares for each MLS NS share held; and
- all outstanding warrants, options and convertible debentures of MLS NS were exchanged for equivalent securities of MLSI, with the number of underlying shares being multiplied by the conversion ratio of 4.5:1, and the exercise price or conversion price, as applicable, being multiplied by the inverse of that conversion ratio.
As a result, the Company now has outstanding (i) 403,460,592 common shares, (ii) 25,650,000 stock options exercisable at $0.167 per common share, (iii) 1,010,039 stock options exercisable at $0.125 per common share, (iv) 3,780,000 warrants exercisable at $0.056 per common share, (v) 13,500,000 warrants exercisable at $0.078 per common share, (vi) 3,559,500 warrants exercisable at $0.147 per common share, (vii) 2,810,430 warrants exercisable at $0.167 per common share, and (viii) $7,500,000 of convertible debentures maturing in May 2023 and convertible into common shares at a conversion price of $0.147 per common share.
As part of the RTO, the Company changed its name from “Jaguar Financial Corporation” to “Maritime Launch Services Inc.”. The Company is a reporting issuer under the securities laws of the Provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec.
The Company has received conditional listing approval from Neo Exchange Inc. (the “Exchange”) and is proceeding to satisfy those conditions. As part of the listing process, the Company will be filing on SEDAR prospectus-level disclosure on the Company and its business. The Company will issue an additional press release advising of the listing date and filing of the disclosure once final listing conditions are satisfied. Receipt of the Exchange’s Final approval of the listing is subject to certain customary requirements and conditions, including the Company fulfilling all of the requirements of the Exchange, and receipt of all required documentation.
About Maritime Launch Services
Maritime Launch is a Canadian-owned commercial aerospace company based in Nova Scotia. Maritime Launch is developing Spaceport Nova Scotia, a launch site that will provide satellite delivery services to clients in support of the growing commercial space transportation industry over a wide range of inclinations. The development of this facility will allow the Cyclone-4M and other prospective launch vehicles to place their satellites into low-earth orbit, building to a launch tempo of eight launches per year. This will be the first commercial orbital launch complex in Canada.
Maritime Launch’s suppliers, Yuzhnoye and Yuzhmash, are the developers of the Cyclone-4M payload delivery system and they are proven leaders in the aerospace industry with over 65 years of experience with 878 successful launches to date.
Management of the Company
The board of directors and management of the Company is now comprised, in part, of the following individuals:
Stephen Matier – Director, President and Chief Executive Officer: Stephen Matier, President and CEO of the Company is the driving force and visionary behind the development of Canada’s first spaceport, a world-class commercial space complex that will launch Canada into the global space industry from Nova Scotia. Mr. Matier is a mechanical engineer by training, and a certified manager of complex programs. He is a successful entrepreneur and a well-established consultant in the space sector. Mr. Matier is the recipient of the NASA astronaut Silver Snoopy Award, as well as the NASA Manned Flight Awareness Award. With more than 30 years in the industry, Mr. Matier’s experience includes engineering management at the NASA White Sands Test Facility and decades of experience with various US commercial aerospace customers, contractors and launch sites.
Sasha Jacob – Director: Mr. Jacob is the Chairman and Chief Executive Officer of Jacob Capital Management Inc., a merchant bank focused on the renewable power and infrastructure sectors. Mr. Jacob brings over 20 years of investment banking experience as the first banker to focus on renewable energy in Canada and having managed over 100 transactions valued at more than $10bn. Mr. Jacob holds a BA from Bishop’s University, MBA from Sir Wilfrid Laurier University and GP LLM from the University of Toronto. He is the previous Vice-Chair of WorldWildLife Fund Canada, Director of Plan International Canada, Chair of Young Presidents’ Organization Maple Leaf Chapter and current Chair of the Board of Nature United.
François Desjardins – Director: Mr. Desjardins has over 30 years of experience in financial services industry. He joined Laurentian Bank in 1991, and occupied increasingly senior positions. In 1999, he was named Vice-President; in 2004, was appointed President and Chief Executive Officer of B2B Bank; and in 2015, Mr. Desjardins was named President and Chief Executive Officer of Laurentian Bank. Mr. Desjardins retired from Laurentian Bank in June 2020. During his tenure as President and CEO of Laurentian Bank, he led a transformation plan that included large scale digital process redevelopment, technological implementations, pan Canadian territorial expansion, and multiple acquisitions. Mr. Desjardins has served as a Director on a number of corporate boards including Interac, Fundserv and Payments Canada.
Susan McArthur – Director: Susan McArthur is an experienced corporate director, venture capitalist and investment banker. She is currently Co-Founder and Executive Chair of LockDocs Inc., a digital identity as a service start-up and sits on the boards of Great-West Lifeco Inc., Irish Life, Canada Life UK and IGM Financial Inc. She was previously a Managing Partner at GreenSoil Investments, a venture capital firm focused on investing in proptech. Ms. McArthur also sits on the not-for-profit board of The Atlantic Salmon Federation. Ms. McArthur was recently named Chair of the Ontario Workforce Recovery Advisory Committee and Chair of the Province of Ontario’s Portable Benefits Advisory Panel. She is also the former Chair of the Canada Revenue Agency Board of Management. Previous board directorships include Power Financial Corporation, Chemtrade Logistics, First Capital Realty Inc., KP Tissue, KPGP, Globe Alive Wireless, True Patriot Love Foundation, Les Jardins de Metis, The Canadian Club, Luminato, The Toronto Film Festival, and The Power Plant. Ms. McArthur completed the Rotman School of Management ICD program and is a graduate in Political Science from the University of Western Ontario (now Western University). She speaks French fluently.
Keith Abriel – Chief Financial Officer: Mr. Abriel is a Chartered Professional Accountant, a CFA Charterholder, and holds a Bachelor of Commerce (Cum Laude) from Saint Mary’s University in Halifax, Nova Scotia. An experienced financial executive, Mr. Abriel has previously served as the Chief Financial Officer and as a Director of a number of public and venture backed private companies over his 25-year career. Mr. Abriel is a Past President of the Atlantic Canada CFA Society. He also spent nine years with PricewaterhouseCoopers, LLP. (Source: PR Newswire)
27 Mar 22. The Terran Orbital Corporation Business Combo With Tailwind Two Acquisition Is Now Completed. Tailwind Two Acquisition Corp. (NYSE: TWNT) (“Tailwind Two”) has completed their business combination with Terran Orbital Corporation (“Terran Orbital”).
In connection with the completion of the business combination, Tailwind Two has been renamed Terran Orbital Corporation (the “Company”) and its common stock and warrants are expected to commence trading on the New York Stock Exchange on March 28, 2022 under the ticker symbols “LLAP” and “LLAP WS,” respectively.
“We are pleased to have completed our business combination with Terran Orbital as they bring their market leading, innovative small satellites and earth observation solutions to scale,” said Phillip Krim, Chairman of Tailwind Two. “Marc Bell and his team have a significant technological moat, supported by expected build rates of over 1,000 satellites and space vehicles annually as data demands from governments and corporations accelerate over the next decade. We look forward to continuing to work with the entire Terran Orbital team in the years ahead.”
“We are well-positioned to accelerate our growth strategy as a result of this business combination,” said Marc Bell, Co-Founder, Chairman and CEO of Terran Orbital. “The capital raised through this transaction along with our new access to the public markets will enable us to continue to expand upon our manufacturing capabilities and launch one of the most advanced earth observation constellations of small satellites on the planet.” (Source: Satnews)
28 Mar 22. SAR Smallsat Specialist Synspective Series B Funding. Synspective Inc., a SAR satellite data and solutions provider, has raised $100m (11.9bn yen, including a Series B funding round. The latest funding was led by Sompo Japan Insurance Inc. (Tokyo, Japan), Nomura SPARX Investment, Inc. (Tokyo, Japan), and Pavilion Capital Pte. Ltd. (Singapore) among others, as well as bank loans, and it is supposed to be ranked within the top ten largest startups in Japan. This puts our total funding value at $200m (22.8bn yen) since the founding of the company.
Synspective Inc. develops and operates high-frequency, high-resolution SAR (Synthetic Aperture Radar) satellites to provide data analytics and solution services. We aim to establish a constellation of 30 SAR satellites around 2026, that enable wide-area, high-frequency earth observation.
Synspective will use the new capital for the development, manufacturing, launch and operation of our SAR satellites, preparation of mass production facilities, development of satellite data solutions, and global expansion with the aim of further business growth. * Compared to the 2021 total funding ranking in the [2021 Complete Edition] Domestic Startup Investment Trend Report by For Startups Inc., it is supposed to be ranked within the top ten largest startups in Japan.
Dr. Motoyuki Arai, Synspective founder and CEO, said, “We are very grateful for the opportunity to welcome new investors and collaborative partners to expand our business more strongly and globally. Taking the fact that we were able to raise funds beyond the series A funding round as a great expectation and trust from our investors, partners as well as the public, we will further accelerate the expansion of a thirty SAR satellite constellation and enhance our data analysis technology to realize a “learning world” for a sustainable future.” (Source: Satnews)
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TCI International, Inc., is a wholly-owned subsidiary of SPX Corporation. TCI provides turn-key solutions for spectrum management and monitoring, direction finding, geolocation and communications intelligence to civilian, government, military and intelligence agencies as well as antennas for communications and high-power radio broadcasting. TCI is headquartered in Fremont, California, USA. For more information, visit www.tcibr.com.
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